This letter
constitutes an agreement (“Agreement”) between you and PharmaCyte Biotech, Inc. (“Company”)
and contains all the terms and conditions relating to your service to the Company as a member of our Board of Directors (“Board”).

1. Term.
This Agreement will become effective October 9, 2017 (“Effective Date”) and continue until your resignation
or removal from the Board, or until your successor is duly elected and qualified. Your position will be subject to re-election
each year at the annual shareholders’ meeting and, upon re-election, the terms and provisions of this Agreement will remain
in full force and effect.

2.Services.

2.1.Duties. You will render services as a member of the Board in accordance
with high professional and ethical standards and in accordance with applicable laws, rules and regulations pertaining to your performance
under this Agreement. You will use your best efforts to attend all meetings of the Board called from time to time, either in-person
or by telephone. You will serve as member of the Audit Committee of the Board and will use your best efforts to attend meetings
of the Audit Committee as required by its members pursuant to its Charter as may be called from time to time. As an independent
director, you may also be required to attend meetings with the other independent directors without the presence of the Company’s
officers and non-independent directors. The services described in this Section 2.1 are hereinafter referred to as your “Duties.”

2.2.Reporting. While this Agreement is in effect, you will immediately advise
the Company if: (i) you know, have reason to know or believe that you are no longer independent; and (ii) you serve on an audit
committee of any other public company.

3.Services
for Others. You are free to represent or perform services for other persons during the term of this Agreement. You represent,
however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar duties or other
services for companies whose businesses are or would be in any way competitive with the Company (except for companies previously
disclosed by you to the Company in writing). Should you propose to perform similar duties or other services for any such company,
you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform
such services) and to provide information to the Company sufficient to allow it to determine if performing such similar duties
or other services would conflict with your Duties.

4.1.Cash.
The Company will pay you cash compensation of $12,500 per quarter, payable in advance and pro-rated for periods of less than a
quarter. You will be reimbursed for reasonable expenses documented and incurred by you in performing your Duties, including travel
expenses for meetings you attend in-person.

4.2.Equity
Grants. Commencing on the Effective Date and on each anniversary date of the Effective Date, you will be issued annually:
(i) 500,000 fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”); and
(ii) a five-year option to purchase 500,000 Shares at an exercise price equal to the fair market value of the Company’s common
stock on the date of the grant (“Option”). The Shares and the Option will be fully vested as of the date of
the grant. The Company will issue you a Stock Option Agreement to evidence the Option in the form typically used by the Company.

4.3.Service
on Additional Board Committee. Should you be named to any additional committee of the Board, the Compensation Committee
of the Board will determine any additional compensation, if any, that you will receive for serving on such committee.

4.4.
Taxes. You are solely responsible for taxes arising out of any compensation paid by the
Company to you under this Agreement, and you understand that you will not be issued a U.S. Treasury Form 1099 if we receive a
completed Form W-8BEN. The Company will comply with any tax or withholding obligations as required by applicable law related to
this Agreement.

5. D&O
Insurance Policy. During the term of this Agreement, the Company will include you as an insured under its existing director’s
and officer’s insurance policy, with coverage determined annually by the Company and the Board.

6.No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you.

7.Confidential
Information; Non-Disclosure. In consideration of your access to the premises of the Company and/or you access to certain
confidential information of the Company, you hereby represent and agree as follows:

7.1.Definition.
For purposes of this Agreement, the term “Confidential Information” means:

a. Any
information the Company possesses that has been created, discovered, or developed by or for the Company and that has or could have
commercial value or utility in the business in which the Company is engaged;

b. Any
information provided to the Board at or for meetings of the Board and any information relating to proceedings of the Board; or

c. Any
information that is related to the business of the Company and is generally not known by non-Company personnel.

7.2. Exclusions.
Notwithstanding the foregoing, the term Confidential Information does not include:

a. Any
information that becomes generally available to the public other than because of a breach of this Agreement, or any other agreement
requiring confidentiality between the Company and you;

b. Information
received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and

c. Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

7.3 Documents.
You agree that, without the prior written consent of the Company, you will not remove from the Company's premises any notes, formulas,
programs, data, records, machines, or any other documents or items that in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of the same. If you receive any such documents or items by personal delivery from any
authorized personnel of the Company, you will be deemed to have received the express written consent of the Company. If you receive
any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the
Company promptly of your possession of such documents or items. You will promptly return such documents or items, along with any
reproductions or copies, to the Company upon the Company's demand, upon termination of this Agreement or upon your termination
or Resignation (as defined in Section 8 below).

7.4. No
Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to
others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written
consent of the Company, except as maybe necessary in the course of your relationship with the Company. You further agree that you
will not use any Confidential Information other than in connection with your service as a member of the Board without the prior
written consent of the Company. The provisions of this Section 7.4 shall survive termination of this Agreement.

8.Termination and Resignation. Your membership on the Board may be terminated for any or no reason,
except as provided in the Company’s organizational documents or pursuant to applicable law. You may also terminate your
membership on the Board for any or no reason by delivering written notice of your resignation to the Company
(“Resignation”). Such Resignation shall be effective on the later of the date of its delivery or the date
specified in the Resignation. Upon the effective date of the termination or Resignation, your right to compensation under
this Agreement will terminate, subject to the Company's obligations to pay you any compensation that you have already earned
and to reimburse you for approved expenses already incurred in connection with performing your Duties as of the effective
date of such termination or Resignation.

9. Not
an Employee. Nothing in this Agreement shall be construed as a contract of employment between you and the Company or as
a commitment on the part of the Company to retain you in any capacity, for any period of time or under any specific terms or conditions,
or to continue your service to the Company beyond any period.

10.Governing
Law; Consent to Jurisdiction. All questions with respect to the construction and/or enforcement of this Agreement, and
the rights and obligations of the parties hereunder, shall be determined in accordance with the laws of the State of California
applicable to agreements made and to be performed entirely in the State of California. The parties to this Agreement hereby consent
to the jurisdiction of the courts having jurisdiction over matters arising in California for any proceeding arising out of or relating
to this Agreement.

11.Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent
of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any
subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure
of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right
of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may
be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and
the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the
same, and equally enforceable, as an original of such signature.

This Agreement
has been executed and delivered by the undersigned and is made effective as of the Effective Date.